The Mare of the Mirror
by Rainstone56
Summary: Something is Rotten in the fair town of Ponyville...Ponies have begun disappearing, a Stranger collapses into town, and an ominous mist is settling in. what is the cause of this strange goings on, and can it be resolved before it's too late?  K  for now
1. Prologue: The Mirror in the Woods

_It had been an Ominous yet quiet night _in the Deep, Shadowed boughs of the Everfree Forest. Normally, at this time of night, this part of the forest would be silent, calm, undisturbed by anypony or Woodland creature of any sort, but this one night was disturbed by footsteps that treaded upon dead leaves and a voice's consistant chattering.

"...and that's how I, the great and Powerful Trixie, got this wonderous map all by myself." was the voice's concluding statement, coming from a blue Unicorn with a Map floating by her. the Griffon she was talking to, however, couldn't care less.

"Whatever. there just better be something good coming out of this useless piece of scrap paper, otherwise this is a lame waste of time. I could be doing a lot of better things right now-infact, probably SLEEPING-but yet I'm stuck with a Bragging, blabbermouth of a Unicorn!"

"Watch your mouth! the great and Powerful Trixie will not take to such lashing!" 

"the Great and Powerful Trixie needs to begin talking in First person!" 

it wasn't long before Trixie had banged into something smooth whilst her argument with the Griffon flared. she looked up at the thing before her to find...

herself. or more specifically, her reflection. she had arrived at a rather tall mirror, with a Dark Gray-ish tone, an elegant and regal frame design, with a Spider web design at the corner of the reflective surface. despite being in the deepest part of the forest, the Mirror was well-polished and looked as new as a mirror in a furniture store. Trixie had looked at the map-this was where the treasure was, according to it. though when she looked at the mirror, she couldn't help but admire herself. she looked so Beautiful within its polished reflection, she couldn't look away.

Her Griffon "Friend", however, seemed quite annoyed. "a Mirror? the treasure is a mirror? Lame. that's it, I'm heading back to my hou-"

"_wait. that's not all what the treasure is, Gilda._"

suddenly the Griffon stopped, hearing the voice. "Who's there? show yourself!"

"_I'm right here...come closer to the mirror..._"

Gilda had stepped closer to the mirror, the image of a young Filly appearing within the reflection. Trixie had blinked, looking at the faint reflection and then looked behind her, seeing no one else.

"Who are you?"

"_Why, I'm the spirit of the mirror, of course._" the Filly said, batting her eyes. "_and I am so happy that you have found me at last, o noble treasure hunters._"

"Yeah, Yeah, whatever-can you get to the point? you said there was more than just the mirror-so where's the rest of it?"

the Filly frowned a bit, getting a slightly bittered expression. "_one. if it's one thing I hate, it's to be interrupted rudely. two-yes, there is more...but it isn't gold, silver, gems and rubies._" 

Trixie then gave the mirror a look. "then What is it? the Great and Powerful Trixie demands to know, Mirror!"

"_oh...well, you see...I do more than just provide an image to admire yourself in. you see...I can grant the wishes within anyone's heart-their deepest desires...and I can give them what they truely deserve with just a flick of my hoof._"

Gilda raised an eyebrow, looking interested. "...ok...go on."

the Filly disappeared from the reflective surface of the mirror and showed a tall, elegant, light blue Adult Unicorn mare with a silverish-white mane, wearing a crown and an elegant cape.

Trixie's eyes widened, looking at the reflection. "my Stars...is that...me?"

"_Yes, Trixie. this could be you._"

the reflection soon also showed an Adult Griffon dressed in similar attire, but more attributed to a warrior.

"And that's me?" 

"_Definitely, Gilda. you see...I have the power to make you two the most powerful creatures in all of Equestria. Trixie...the title of Great and Powerful doesn't seem to fit your current strength now...but with my Magic, I can make you even greater-I can give you the power to defeat even the mightiest of Creatures and Vanquish the most powerful of Foes! I can make you more powerful than Princess Celestia herself!_"

"_as for you, Gilda...I can make you the swiftest, the bravest, the coolest Griffon to ever lay claws upon this land! everyone will be bowing down to worship you and the very earth you walk upon. they'll be chanting your name when you stride into the streets, and eat out of the very palm of your Claws. forget Princess Celestia-you two don't need to be commoners! why not step up from the Great and Powerful Trixie, to Princess Trixie and Princess Gilda-Rulers of all Equestria!_"

Trixie's eyes were aglow. the fame, the pampering, the power...and it could all be hers. she darted up to the mirror, bouncing with excitement.

"please, please grant this Wish, spirit of the mirror!"

"_I could...but...I cannot._"

Gilda arched an eyebrow. "and why not?"

"_you see...my power only works OUTSIDE the Mirror...a long time ago, an evil king sealed me in here. if someone was so kind to release me from my prison, I'd be happy to grant their wish...if not...I can only show the reflections of what should've been._"

Gilda had stepped up to punch the mirror hard, but the Spirit had intervened.

"_brute force will not break the spell! only magic can break the mirror and release me._"

"then never fear-the Great and Powerful Trixie, is here."

with that, the blue unicorn approached the mirror, her horn glowing as it tapped the surface. slowly, the mirror began to crack, the spider web designs fading away as it did. as soon as Trixie's concentration broke, the Mirror was completely cracked, with a blackish gray substance oozing out of the cracks as the mirror dissolved.

the Substance surrounded the two as the filly reformed from it, standing in front of them. Trixie looked at her with a confused look on her face. the filly's hair was black, streaked with dark gray, and her eyes were as blank and white as the snow. a smile was spread on her face as the gray substance surrounded the two. soon, a pair of emerald green pupils appeared in the filly's eyes.

"o, fortunate souls...I thank you from freeing me from my infernal prison...and now...I shall give you your earned reward..."

the Gray Substance grabbed both Gilda and Trixie, Gilda struggling to break free, but to no avail.

"wh-what the heck? what are you doing?"

"why...I'm giving you your reward." the filly said, her pupils slitting as her green eyes had turned into a crimson red and she began taking on a different form-the form of a Dark gray horned mare with blackish patches that swirled and changed on her body, cracked, bony-looking wings, a pitch black mane and tail that became nothing but a wispy trail of gray smoke near the ends, silver colored eyes with slit pupils, and a Cutie mark in the shape of a silver-colored Black Widow. her mouth was only a jagged crack on her face as she grinned twistedly.

"after all...you deserve what's coming to you...for freeing the Mare in the Mirror!" the Darkened-toned Mare cackled as sharp fangs appeared in her mouth.

and throughout the Everfree forest, the sound of Horrified Screams were heard ringing out through the place, but had soon died out, letting the stillness of the forest air remain once more.


	2. Chapter 1: Illunella Pegas & MM Appears

_"Twi...Twilight...Twi, come on, _Wake up!"

The Unicorn stirred to her assistant's voice, finding herself within her seat on the train. Looking out the window, she saw the sights of huge, towering buildings and Bustling City life. It was, to say the least, fascinating. Not even in her time in Canterlot was there so much traffic or Ponies traversing around such towering structures as the city she saw.

It took a moment to register why she was on the train-she took a longer nap than she thought-then she remembered. Princess Celestia-her mentor-had sent her to meet a colleague, a Unicorn who lived in the fair city of Illunella Pegas-Equestria's Well-known industrial 'Figure-Head' City, usually known as "the City of Inventors" by a few colts and fillies.

"Twi, are you alright?"

"oh? Sorry, Spike...I was just thinking, that's all." was the Unicorn's reply, snapping back into focus as the train had pulled up to the station.

_"We have arrived at the Memoriam Avenue Train Station in the shining city of Illunella Pegas, City of the inventors and home to Spindlebee Equestrian Improvement Inc. and Rendestel Mining Companies. Please wait until the train has come to a complete stop."_

Twilight had gotten up, using her magic to saddle her items and bags onto her side and let her assistant, a baby dragon named Spike, onto her back as the train stopped at the station.

_"Thank you for riding Illunellas trainlines, have a nice day, everypony."_

With that, all the other Ponies on the train soon got off, Twilight following the crowd and looking around the spacious Train station.

"woooow...this place looks soo cool!" Spike said, looking at the designs of the place. To say Illunella Pegas was a traditional city would be a huge understatement. Despite having some traditional elements to it, it was a city that kept growing. It was probably more advanced in technology than most other cities in Equestria, but it usually stayed in the loop with the other Equestrian cities.

In the heart of this huge city was a tree that towered over all of the buildings. A white tree with dark gray leaves, to be exact. It had been around since Celestia and Luna's reign-maybe even before that, probably even before the two sisters existed. The huge tree was to be believed that it carried the spirit of what watched over the city in the olden days, and it grew bigger the More Ponies had begun to think, dream and create.

Twilight had pulled out her map, making sure she was going in the right direction and headed for where the Unicorn lived.

"this is where She lives?" Spike said, looking up at the black-barred gates and the path that led to a huge mansion behind the fence and gate.

"well, this is where the directions lead us to, unless I read them wrong..."

Twilight had pushed the gates open, walking up the steps to the two, huge front doors of the mansion, and with her hoof knocked on the doors. A creaking sound soon followed, a pony's head now peeking out of the doors. A pony with a blonde mane, and a gray body color with green eyes had looked at Twilight and Spike with a bit of a look before opening the door a bit wider, revealing that the pony was a pegasus, with a Sketchpad and pencil for a cutie mark.

"May I help you?" the Pegasus said, over-looking the two a bit.

"Yes, sir. My name is Twilight Sparkle, and this is my assistant, Spike. My Mentor sent me to talk to a Pony who lives here? her name's Amelia Spindlebee?"

"Oh! you're Miss Amelia's expected guest? come in and wait, and I'll get her."

With that, the pegasus had taken off back into the mansion, Twilight stepping in and observing her surroundings. It was a really nice, well kept place-very worthy to be called a mansion-and it was comfortable for anypony to relax and walk about in. However, a young colt had caught the Unicorn's eye.

It was a small, young colt with a light gray body and a black, short mane, though it was the small, peeking horn that caught her eye as well. A small Unicorn Colt, one that seemed to look at her with light green eyes, and a look of curiosity on his face. Though he was still a colt, he looked a tad bit older than most young colts and fillies she had seen back in her town. However, she noticed that his flank...was...well, blank. The colt didn't get his cutie mark yet, which was understandable-he was young and he was probably still figuring it out.

"well, hi there..." Twilight Said in a calmed tone, approaching the colt with a smile.

However, the colt only stared back at Twilight, his ears flicking a little.

"My name's Twilight Sparkle. what's yours?"

Still no response. the colt had shifted his hooves a bit, eying the purple unicorn that had greeted him warmly.

At this point Spike had hopped down, going over to the colt. "and I'm Spike! I'm Twilight's Assistant...yeah, I know I'm a baby dragon, you don't have to...say it?"

The Colt still remained quiet, though he had given Spike a smile and held out his hoof so Spike could shake it, to which Spike had shaken happily.

"So, you're not much of a talker, huh?"

The colt shook his head.

"What's the matter? are you shy?"

Tnother 'no' by movement made by the colt.

"You've got a funny voice?"

Another 'no'.

"You...just don't like talking?"

And still a 'no'. The Colt did not make any vocal replies, only just shaking his head.

"Then why can't you talk?" 

"It's because he's Mute." a soft, matured, female voice replied from behind Twilight. Behind her stood a tall Pony, probably just a few inches shorter than Celestia's height, but tall all the same. She wore a striped green Beanie cap on her head, but her mane, which was just as black as the colt's, had peeked out from it, the tips of it seeming to reach for her bright green eyes. Her body was a toned light blue and she had a cutie mark that consisted of a wrench with a Bee making a beeline around it.

"Why is he mute?" Spike had asked, looking up at the taller pony.

"He was born mute..." the Pony said with a sigh, nuzzling the colt who affectionately rubbed back. "He hasn't been able to talk, and he probably never will, sadly...but I love him all the same."

Then the pony looked at Twilight. "you're Celestia's pupil, right? Twilight Sparkle?"

"Yes, Ma'm, that's me...how'd you-"

"Jeffery told me you arrived here, and Celestia's told me a great deal about you."

"So you're Miss Amelia?" 

"That is correct. I've heard of your arrival here to see me." Amelia had responded, bowing a little. In respect, Twilight had done the same, though she eyed the Beanie worn on her head.

"Excuse me, Ma'm...but why are you-" 

"Wearing this hat? ah...just horn issues...I'm not fond of showing it in front of guests, you may say." Amelia replied, shooing the colt off to play.

"Would you like a tour of the mansion? I can show you around and we can talk."

"Oh! sure, I'd be honored."

With that, Amelia began leading the way, with Twilight following. However, she seemed to freeze a bit as she felt the air chill drastically.

**'You're not replacing me.'**

"What?"

**'You're not welcome here. get out.'**

"Who's there?"

**'GET OUT!'**

"Something wrong dear?"

And suddenly the chill disappeared. Twilight had looked left and right, but no one besides Amelia And Spike could be seen.

"I'm fine...must've been the wind, I guess." the Purple Unicorn said, though she now had quite the nagging feeling that whatever...whoever was talking to her was giving a warning. She followed Amelia, keeping her guard slightly raised.

Back in Ponyville, however, the feeling of boredom couldn't escape the young filly of the apple family. Applebloom had been pretty bored, as of late. Though she was in the Cutie Mark Crusaders, neither of her fellow Crusaders-Scootaloo and Sweetie-Belle-had appeared today. Scootaloo had been taken out to a family outing, and Sweetie-Belle...well, she had stayed behind in school to help Miss Cheerilee with some decorations.

Everyone else, however, was busy as bees. Half the whole town was preparing for a Festival, of sorts. She did help, of course, but after a while, there were just no more jobs Applebloom could do to help out. That was when Boredom gripped the Filly and hung on her like a heavy sack.

"There's Jus' got' t' be somethin' to do..." Applebloom said, getting up and walking about the town, arriving its edge and going down a small path. That was when the mist had settled in. The air had chilled around the Filly, who began shivering.

"G-G-Gee..wh...wh-who turned off th' heat...?"

The young filly looked around, seeing nothing but the white thick, heavy mist that swirled about her...but she could make out some sort of figure out of the mist, moving in blurred movements. All the while, she began to get scared...though seemed to have calmed as a filly her age-maybe older-appeared. She had a straight, yet somewhat messy and semi-long black mane and tail, both streaked with a dark green. Her gray body seemed to stick out in contrast of the mist, and her dark green eyes looked right into the Autumn colored eyes of Applebloom's. At the back of her head was a silk Bow, pure white, like Snow. Along with it, a small nub poked out from her forehad, which showed she had a horn.

"Oh! I'm sorry..." was the mysterious filly's words. her voice sounded a tad bit shaky, and she seemed nervous when Applebloom looked around her. "did I...frighten you?"

Applebloom shook her head. "Nah, jus' all thi' mist. I thought you wer' somethin' else at first."

The filly giggled. "you talk funny..."

Applebloom blushed, though seemed a tad bit confused. "do ya mean in a goo' way or a bad way?"

"a Good way." the filly said, flicking her tail. Applebloom then nodded, and looked at her again, noticing that the filly had no cutie mark on her flank, only dark gray spots that stayed in the far edge.

"You didn' get your cutie mark yet either?"

The filly's ears pulled back, and she nodded. "I..."

Then a grin spread on Applebloom's face. "Say! why don' you join ou' group-the Cutie Mark Crusaders? We can hel' ya find your talent and find our cutie marks together!"

The filly had eyed Applebloom. "are you...the only one?"

The yellow filly shook her head. "nope! my friends are there too-there's Sweetie-Belle, she's a Unicorn filly like you, and then there's Scoota-"

The gray filly's tail twitched. "mmm...actually...I don't think I can join." 

"Why not?"

"...I...I'm...different."

"Different? how? You don' look different t' me." Applebloom gave a small smile, but it faded when she saw the look of concern on the unicorn filly's face.

"Listen...if you don' wanna join...I guess that's ok...bu'...think 'bout it ok? We all mee' up at a tree house not too far from Swee' Apple Acres-that's where I live-an' Ponyville. If you change your mind, then stop by, ok? We'll make you feel righ' at home, I promise."

The unicorn filly shifted. "I'll...think about it."

Applebloom's lips curved into a smile. "say, I didn' get your name?"

"...c...call me MM."

"MM? that's a funny name for a pony."

"...it's short for Masked Mare..."

"oooh...bu'..."

"I lost my mask."

"Then I can mak' ya another ones!"

The filly looked at Applebloom with wide eyes. "...you would...do that for me?"

"Why sure!" she Said enthusiastically. The unicorn filly's eyes seemed to brighten at her cheeriness.

"...Ok...th...thank you...Oh...I...never got yours either..."

"Name's Applebloom."

"Applebloom? what a cute name." MM said, her tail twitching a bit. Applebloom blushed, but her ears twitched as an older voice called out-

"Applebloom!"

"Oh...Sis is callin' me...when can we meet again?"

"Meet me tonight, right back here."

"T'night? but-"

"You're afraid your sister will catch you?"

Applebloom nodded.

"Then how 'bout this? I'll come over and take you to my place and bring you back when you're done without your sister noticing?" 

"You can do that?"

"Yeah...that is...if you're willing to...trust me."

Applebloom nodded. "'course I trust ya...bu' I dun know 'bout sis..."

"APPLEBLOOM!"

"I'm Comin'!"

The filly looked to the mist. "you should go before she gets mad."

"okay, see you-"

And before she could finish, the mist had cleared...and MM was gone. Applebloom had a look of confusion on her face, but decided against questioning it. She went back into the village, going back to her sister as soon as she could.


End file.
